Deals in Greece 2015 Very few, but then more than expected
January 2016
PwC M&A activity in 2015
In 2015, 29 M&A deals of €1.4bn total Financial services (37%) and The prolonged uncertainty led to an value were completed, marking a 39% drop pharmaceuticals (35%) gave the largest investment and M&As reduction, especially compared to 2014. This decline can be M&As in 2015 domestic. attributed to the persistent economic instability in Greece. Privatisations were, practically, frozen in The M&A market in Greece is very shallow 2015, yielding only €300mn. and the exit from the recession is not yet Within 2015, there were two national visible. The vary small transaction sizes elections, a referendum, a bank holiday, Just four transactions exceeded €100mn. and the very few international deals give the imposition of capital controls and the the tone. signing of the third agreement with the The Share Capital Increases, referring to creditors. bank recapitalisations with strategic 2016 seems promising, with three investors, amounted to € 6.5bn. The only privatisations near to completion, the The Greek economy is still under a lot of Greek company that issued tradeable bond banks continuing disinvestments, and at pressure, but appears resilient. “Anno in 2015, was OTE. least two large transactions at an advanced Horibilis” 2015, transaction wise, stage. There are no large distress undoubtedly minimised M&A activity. The top 20 M&As completed in Europe in transactions in pipeline for 2016. 2015 reached € 584bn, of which 42% in If the current assessment by the Greek companies in 2015 attracted € pharmaceuticals, 21% in consumer services institutions is successfully completed, 7.9bn. The total number of transactions, and 13.9% intelecommunications, media investors may react positively. amounting to € 1.4bn, was minuscule and technology sectors. compared to the rest of Europe and fell by 12% from 2014. The average deal size stood PwC, was the leading M&A advisor in The M&A value in the current year could at € 47mn, 30% down from 2014. Europe in mid cap transactions exceed € 7bn (<$250mn).
The absolutely necessary condition for reinforcing the momentum is the improvement of the investment climate and the building of trust in the banking system and the country overall
Deals 2015 in Greece January 2016 PwC 2 Executive summary
44% 29 Domestic No of M&A transactions 46% Inbound M&A 10% €1.4bn deal Outbound value Direction of transactions*
Financial Pharma lead the Services M&A market 30% Drop of average in terms of deal size from 2014 deal value to € 47m 37% 35%
Deals in Greece 2015 * in terms of number of deals January 2016 PwC 3 Content overview
Economic M&A 1 outlook 2 Transactions Greek economy still 29 M&A The level of under a cloud of transactions uncertainty involving Greek M&A companies in 2015 raised € 1.4bn activity in Share Capital European M&A 3 Increases & Bond 4 highlights Greece is Issues Top 20 announced Bank SCIs raised € deals in Europe miniscule 6.5bn. During 2015, reached € 584bn only one corporate bond was issued compared to M&A Dynamics Conclusions the rest of 5 for 2016 6 2015 was a poor There is a backlog of year for M&As but transactions. M&A 2016 will be Europe deals in 2016 may substantially better exceed €7bn 7 Appendices
Deals in Greece 2015 January 2016 PwC 4 Economic Outlook
2015 included two national elections, a referendum, a bank holiday, the imposition of capital controls and the signing of the third agreement with creditors
Deals in Greece 2015 January 2016 PwC 5 Greek economy resilient, but still under a cloud of uncertainty
Projections for GDP in the coming years have General government debt is standing at Greece’s sovereign rate by all three agencies been revised downwards €317bn, forecasted to reach 200% of GDP by (Fitch, Moody’s and S&P) has not suffered as the end of 2016 a result of the political uncertainty and the Growth for 2015 is expected negative, but at imposed capital controls less than -1%
Real GDP (%) General Government Debt Sovereign ratings Greece Greece Greece Forecasts Forecasts 18/8/2015 CCC 3.7% 3.5% 30/6/2015 CC 2.9% 200% 195% 196% 27/3/2015 CCC 23/5/2014 B
177% 179% Fitch 2.7% 172% 0.7% 14/5/2013 B- 159% -0.3 146% 17/5/2012 CCC 21/7/2015 CCC+ 127% 29/6/2015 CCC-
2011 109%
2017
2015
2013
2012
2014 2016
2010
2009 2008 -1.3% 10/6/2015 CCC -1.4%
S&P 15/4/2015 CCC+ -4.3% 356 -3.2% 330 337 343 348 301 305 319 317 6/2/2015 B- (negative) -5.5% 265 28/1/2015 B (negative) 25/9/2015 Caa3 -7.3% 1/7/2015 Caa3 (negative)
-9.1 29/4/2015 Caa2 6/2/2015 Caa1 (negative)
(Current Projections) (2014 Projections) Moody's 1/8/2014 Caa1
2011
2017
2015
2012 2013
2014 2016
2010 2009 2008 29/11/2013 Caa3 Source: European Commission Source: European Commission Source: Bloomberg Deals in Greece 2015 General Government Debt (€ bn) General Government Debt (% GDP) January 2016 PwC 6 Privatisations did not move in 2015
The privitisation of The sale of the The deal between The tender for Tenders for The privitisation of 14 regional airports originally agreed Jermyn Street Real OLP has privatisation of Public Power to Fraport AG – 66% stake of Estate Fund IV resumed, with Trainose, Egnatia Corporation (PPC) by SLENTEL DESFA to SOCAR L.P, to acquire one offer Highway, and Port 17% and the sale of consortium is to be resumed, 90.17% stake in submitted of Thessaloniki are Independent Power (€1.2bln) has been with 17% going to Astir Palace Hotel about to resume Transmission Operator signed an EU certified SA from National (ADMIE) by 49% have transmission Bank of Greece SA been suspended. Instead system operator has been signed the transfer of ADMIE to the state and the
Privatisation subsequent disposal of 49% are in the latest agreement with the
creditors Sector
Privitisation Proceeds Forecasts €mn 2,153 In 2015, privatisation proceeds reached €268mn, against the target of €2.2bn (under th 1,560 the 4 review of the 2nd Economic Adjustment Programme in April 2014) 1,040
In total, privitisation proceeds in the period 384 268 2011-2016 are projected to reach €5.4bn
22
2011 2012 2013 2014 2015 2016e Source: HRADF, European Commission and 2016 Budget Report Deals in Greece 2015 January 2016 PwC 7 The “trust gap” is still 10y Government Bond Yields PIIGS large and not closing 35 PSI
MARIO DRAGHI 30% Referendum “WHATEVER IT TAKES” 25% Greece issues €3bln Political of 5y bonds, first 20% Trust issue in 4 years gap uncertainty and 15%
10% capital controls Greece 8.1%
5% Portugal 2.5% 6,9 led to widening Ireland, Italy, Spain 1.1% - 1.8% 0% 1/1/2012 1/7/2012 1/1/2013 1/7/2013 1/1/2014 1/7/2014 1/1/2015 1/7/2015 1/1/2016 the “trust gap” to Portugal Ireland Italy Greece Spain 6.9 pps Source: Bloomberg
Economic Sentiment Indicator Greek Government Bond The deteriorating economic 110 yields outperformed those of sentiment, which is about other Eurozone’s periphery 24pps lower than in Eurozone 100 24% countries in 2015 countries, reflects the fragile economic environment in 90 Economic Since late December 2014, the 2015 sentiment deficit trust gap shot back to 2012 80 levels as a result of the political EU 28 uncertainty and rocketed to 70 Eurozone Countries 18pps during the period prior Greece to the referendum 60 Jan-08 Sep-08 May-09 Jan-10 Sep-10 May-11 Jan-12 Sep-12 May-13 Jan-14 Sep-14 May-15 Jan-16
Source: Eurostat Deals in Greece 2015 January 2016 PwC 8 The investment gap still hinders economic growth
30%
Historically, investment in Greece ~ €102 bn Investment gap was close to the European average. From 2008 onwards, there is an 20% increasing divergence
For 2014, the total investment in 10% Greece amounted to 11% of GDP, c.8.4pps (or about €16bn p.a.) lower than the average of 2000- 0% 2008 2000 2002 2004 2005 2007 2009 2011 2013 2015 2017
Investment % GDP avg EU28 Investment % GDP Greece Greek GDP Growth (%) Source: IMF WEO (October 2015) 20% -39% The collapse of the construction Investment in -70% industry by 70% between 2007 15% Construction and and 2014, which along with the Industry shrinkage of the investment rate in the industry by 39%, explains 10% largely the investment gap in the economy 5%
0% 2000 2002 2004 2006 2008 2010 2012 2014
Investment in Construction (% GDP) Investment in machinery and equipment (% GDP)
Source: EL.STAT. Deals in Greece 2015 January 2016 PwC 9 M&A transactions slightly Share capital increases of M&A transactions in decreased in number in 2015 Greek banks involving to 29, but total consideration strategic investors amounted 2015 and average deal size dropped to €6.5bn significantly Greek corporates attracted in total During 2015, only OTE raised The total deal value €0.4bn by issuing about €7.9 bn in 2015 compared to 2014 dropped by international traded bond M&A deals* Greece 2015 2.4% 39% with a 4.4% coupon Real Estate 1.6% Transactions in Financial Retail Share Capital Increases 2015 2.6% Services and Pharma drove 35.5% Services 20.5% Pharma Greek deals (c.72%) in 2015 23.2% Piraeus Bank NBG Minority holdings account 7.8% 10.4% Shipping 2.3% for just €36mn with banking Attica Bank 0.9% €1.4 bn TMT sector accounting of 80% of 1.1% Leisure that €6.5 bn Pancretan 4.0% 0.4% Chania Industry Cooperative 2.3% 2.2% 0.2% Transport Epirus cooperative Hospitality 36.8% 24.8% Financial Services 19.6% Eurobank 1.3% Alpha Bank F&B Deals in Greece 2015 January 2016 PwC *including minority holdings 10 Top 4 M&A deals in 2015
Bidder Target Deal Amount The top 4 (€mn) M&A deals 1 BC Partners Pharmathen 470.0
account for 2 Fairfax Financial Holdings Eurolife ERB Insurance 316.0
3 Al Ahli Bank of Kuwait Piraeus Bank Egypt 139.8
4 Occean Rig UDW Nautilus offshore Services 105.7
Total deal Value 1,031.5 76%
of total deal value
Deals in Greece 2015 January 2016 PwC 11 M&A transaction Less activity and smaller deal size in number decreased by 2015 Transaction activity € 211m
The number of announced M&A deal’s value (in € bn) No of M&A deals deals in 2015 is the third € 67m highest since 2008, but the 12% € 47m value of the deals has been decreased by c.39% since Average size of transaction 2014, reflecting the unstable in 2015, with the economic environment € 133m 41 average deal size € 201m 33 dropping by € 326m 29 There have been no € 99m € 202m transactions in the 8,7 20 17 range of 11 10 3,4 2,7 3,6 8 1,6 2,2 1,4 € 50mn- € 100mn in 1,0 30% 2015 2008 2009 2010 2011 2012 2013 2014 2015 Transaction size distribution compared to Within the period 2008-2015, 16 15 14 2014 reaching 169 transactions were 2014 2015 the lowest levels recorded with total deal value 12 11 standing at €24.5bn 9 since 2008 8 4 4 3 2 2 2
0 0 €0mn - €10mn €10mn - €50mn €50mn - €100mn €100mn - €150mn > €150mn Transaction size Deals in Greece 2015 January 2016 PwC 12 During the crisis the Greek M&A market has been eroded, with inbound transactions representing between 50% and 75% of the total
Direction of M&A transactions 2008-2015
5% 6% 100% 10% 10% 12% € 80mn Inbound transactions represent the bulk 27% 24% Outbound of the market
34% 30% 50% Domestic transactions which in 2010 60% 55% accounted for 73% of total transactions, 76% € 80mn 45% Inbound dropped significantly to 30%
73% On average, outbound transactions 61% 60% 50% € 12mn account for less than 10% of the total 30% 33% 31% Domestic number of deals, which in 2015 almost 18% average size doubled over 2014 of transactions 2008 2009 2010 2011 2012 2013 2014 2015 2015 number of transactions value of transactions 2008-2015 2008-2015
44% 46% 10% 29% 66% 5%
Domestic Inbound Outbound Domestic Inbound Outbound Deals in Greece 2015 January 2016 PwC 13 Financial Services and Pharma M&As 72% share
A32 fragmented picture for 2015, with the exception of Pharma and Financial Services 2015 Greek M&A value
2.6% 3 Financial Services transactions 1.6% Services 2.3% 2.4% Retail TMT 2.3% Real Estate Transport 2 transactions in Pharmaceuticals 2.7% Minority Holdings
12.7% 4 Industrial transactions Financial Services 35.5% Pharma Transactions 3 transactions in Retail (total deal value of just €22mn) involving non-Greek 0.4% corporates F&B of the total deals’ value come from Non Greek 23% 24.3% 9.6% corporates Financial Shipping Services 1.0% F&B 2.2% 3.5% Hospitality Industry 0.9% Deals in Greece 2015 Leisure January 2016 PwC 14 Share capital increases & bond issues
Deals in Greece 2015 January 2016 PwC 15 Share32 capital increases in 2015 were limited to Banks’ recapitalisation
Share Capital Increases (€bn) 2014-2015 +37% 6,544 37% 4,774 Domestic transactions which in 2010 accounted for 73% of total Risetransactions, in share dropped significantly capital Financial Services to 30% 4,754 Real Estate increases compared to 2014,Outbound transactionsbut all due in total, to account for less than 10% of the total 20 thenumber recapitalisation of deals, but in 2015 almost doubled over 2014 2014 2015
Deals in Greece 2015 January 2016 PwC 16 During 2015 only one tradable corporate bond was issued
During 2014, €5.1bln were raised by Greek corporates (including banks) through international traded bonds with coupons ranging from 3.4% - 8.5%, while in 2015, only OTE issued a tradable bond having a 4.4% coupon
Greek bonds Yields of internationally issued issued in 2015 corporate bonds
Deutsche Telekom OTE 5%
No. Issuer Issue date Maturity Coupon Amount date (%) issued 4% (€mn) Trust Gap 3% 1 OTE Plc 2/12/15 2/12/19 4.375 370 3.8pps
2% Total 2015 (1 bond issued) 370
1% Total 2014 (12 bonds issued) 5,100
0%
27/11/15
15/12/15
24/11/15 12/12/15 21/12/15
18/12/15
30/11/15
27/12/15
24/12/15
03/12/15 06/12/15 09/12/15 30/12/15 02/01/16 Source: Bloomberg Source: Bloomberg
Deals in Greece 2015 January 2016 PwC 17 European M&A highlights
40% of European deal value comes from two transactions
Deals in Greece 2015 January 2016 PwC 18 Top 20 announced deals in Europe in 2015 amounted to €584bn Pharmaceuticals
Top 20 M&A deals Europe accounted for more
21% 14% Consumer TMT than 40% the value of 1% Automotive 3% 4% top 20 deals Real Estate Manufacturing Deal Percentage Average 1% No of Percentage Sector Value of Total Deal Size Construction Deals of Deals €584 bn (€ mn) Value (€ mn)
13% Pharmaceuticals 242,149 41.4% 3 15% 80,716
Energy Consumer 122,714 21.0% 2 10% 61,357
TMT* 80,981 13.9% 6 30% 13,497 1% Financial Services Energy 74,542 12.8% 1 5% 74,542 InsertReal Estate 20,958 3.6% 2 10% 10,479 42% textManufacturing 15,060 2.6% 2 10% 7,530 Pharmaceuticals Automotive 8,116 1.4% 1 5% 8,116
Utilities 6,636 1.1% 1 5% 6,636
30% of the top European deals refer to TMT, while Construction 6,585 1.1% 1 5% 6,585 Consumer services, Manufacturing and Real Estate Financial 6,519 1.1% 1 5% 6,519 follow, with a 10% share each Services Total 584,260 20 29,213 Source: Merger Market Deals in Greece 2015 *TMT: Telecommunications, Media and Technology January 2016 PwC 19 PwC is the leading advisor in mid cap (<$250mn) M&A transactions in Europe
# Value 2014 2015 Company Name 2014 2015 Company Name Deals (€ mn) 2 1 PwC 69 1 1 Rothschild 6,541 3 2 Rothschild 65 4 2 PwC 5,052 5 3 EY 60 2 3 KPMG 4,265 By 1 4 KPMG 53 3 4 Lazard 3,876 By value number 4 5 Deloitte 50 5 5 EY 3,732 6 6 Lazard 33 of Deals 6 6 Deloitte 3,546 of Deals 12 7 BNP Paribas SA 21 18 7 BNP Paribas SA 2,277 28 8 Grant Thornton 19 9 8 Morgan Stanley 2,179 7 9 BDO 17 7 9 Goldman Sachs 2,082 19 10 M&A International Inc 17 10 10 Citi 2,059
*Statistics for the mid – market of deals ($10 mn - $250 mn)
Deals in Greece 2015 Source: Merger Market January 2016 PwC 20 M&A dynamics for 2016
2016 will be a good year for M&As
Deals in Greece 2015 January 2016 PwC 21 The Greek economy after seven years of recession and 6 months of capital controls is showing remarkable resilience
• The funding of the State is • Tourism is expected to surpass the • The lifting of the capital controls dependent on an assessment by the 2015 levels requires the rebuild of trust in the Quartet of progress in pension reform, banking system and this may take privatisation, energy market reforms • Infrastructure projects have been longer than currently thought and tax collection and the new delayed and will not provide an medium term plan investment boost in 2016 • Overall conditions in 2016 will be restrictive, but if certain conditions • Without a positive assessment and are met by mid year, the prospects releasing of the funds (€ 10.6bn) the for 2017 will become positive economy will be suffering from lack of liquidity and investment activity will be kept to a minimum
Deals in Greece 2015 January 2016 PwC 22 The drivers of the M&A scene
• Banks will keep disposing of non core • Few private deals are in preparation • Hospitality, driven by non Greek assets according to their restructuring and expected to be closed in 2016,. If GDP mainly, is too fragmented. With plans. Including Finansbank the climate improves by Q2 2016, then asking prices at international transaction, value may exceed €3.3bn we could see more transactions in early multiples it is unlikely to yield sizeable 2017 deals in 2016, except the one already • Privatisations are moving a gear announced up. With the closing of those already • Few distressed transactions are announced and some more anticipated to reach completion in • Infrastructure investments are transactions that can be completed in 2016 moving very slow and are unlikely to 2016, deal value may exceed €2bn contribute to M&As in 2016
Deals in Greece 2015 January 2016 PwC 23 Possible 2016 M&A deals
1. Hospitality. Sani Resort SA and 4. Ports. Privatisation of OLP. Tender 7. Industry. GZ industries Ikos Resorts SA, owned partly by in process with a single offer agreed to acquire the glass OAKtree Capital Management, container operations in Nigeria announced their merger on and Dubai, as well as the 07/01/2016. 5. Financial Services. National Bank complementary plastic crates of Greece has agreed to sell to QNB and metal crowns business in 2. Retail. Acquisition of Veropoulos group the entire stake comprising Nigeria of Frigoglass SAIC S.A. by Metro S.A. owned by the 99.81% in Finansbank A.Ş for a total Panteliadis’ family subject to close consideration of €2.75bn Competition Commission approval 8. Telecoms. Vodafone Hellas and Wind have submitted joint 3. Airports. 40 year concession of 14 6. Real Estate. Sale of 90.17% stake offer to acquire Forthnet regional airports by Fraport-Slentel in Astir Palace Hotel S.A. held by Consortium has been signed by National Bank of Greece S.A. and HRADF and the Government HRADF for € 400mn
Deals in Greece 2015 January 2016 PwC 24 Conclusions
• Greek corporates attracted in • The level of M&A activity in • Privatisations did not move total about €7.9bn in 2015 Greece was dramatically at all in 2015 and deal small compared to the rest of activity got worse with • The 29 M&A deals reached Europe respect to the previous years €1.4bn, driven mainly by Financial Services and • The number of M&A • OTE was the only Greek Pharma transactions decreased by corporate to issue a bond in 12% in 2015, with the 2015 • Share capital increases, average deal size of €47mn, involving banks’ dropping by 30% compared recapitalization, accounted to the previous year for €6.5bn
There is a significant M&A pipeline for 2016. Announced non core banking and privatisations represent the bulk The economic environment is likely to remain restrictive for M&As in 2016 but could improve in 2017
Despite the economic environment, there could be more than € 7bn of M&As in 2016 with a significant average deal size
Deals in Greece 2015 January 2016 PwC 25 Appendix 1
29 Total transactions in 2015 24 M&A Transactions involving Greek companies 2 Minority transactions 3 Transactions involving non-Greek jurisdiction
Deals in Greece 2015 January 2016 PwC 26 Transactions in 2015 There were 24 M&A transactions involving Greek companies in 2015 amounting to about €1.1bn
Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target
Quest Holdings S.A., the listed in ASE information technology and 1 January telecommunication solutions provider, has acquired Cardlink S.A., from Eurobank Greece Greece Services 15.0 Ergasias S.A. and Alpha Bank S.A. (holding 50% stake in Cardlink S.A. each)
G4S has acquired the Greece-based security systems company Agis Fire & Security 2 February UK Greece Services N/A for an undisclosed consideration Kerneos S.A. and ELMIN S.A. acquired European Bauxites S.A. from S&B Franch / 3 February Industrial Minerals S.A. The activities of European Bauxite S.A. where excluded from Greece Industry 34.0 Greece S&B's acquisition from Imerys in November 2014 Piraeus Bank S.A., has signed an agreement to acquire a 37.08% stake in Trastor 4 March Real Estate Investment Company S.A., from Pasal Real Estate Development S.A., Greece Greece Real Estate 32.9 in exchange for debt owed by the latter to Piraeus Bank S.A.
Alfa Beta Vassilopoulos S.A. has acquired Key Food S.A., the supermarket chain 5 March Greece Greece Retail N/A based in the island of Chios, for an undisclosed consideration
Impala Invest B.V., the Netherlands-based investment holding company engaged in Food & 6 March producing a variety of deli meats and other food products, has acquired an undisclosed Netherlands Greece N/A Beverage majority stake in Lakoniki Trofimon S.A.
Sarantis S.A. acquired the AVA business in Greece from Procter & Gamble 7 March Greece Greece Retail 3.5
Airtickets Tourist Services S.A. and Travelplanet24 S.A. merged their activities 8 April Greece Greece Leisure N/A
Quantum Pharma Plc, the listed UK-based pharmaceutical company, fully acquired Pharmaceut 9 April UK Greece 9.7 Lamda Pharmaceuticals Network of Companies for a consideration of € 9.7mn icals
Deals in Greece 2015 Source: Merger Market, Press January 2016 PwC 27 Transactions in 2015 There were 24 M&A transactions involving Greek companies in 2015 amounting to about €1.1bn
Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target
OpenBet Ltd, the UK-based company engaged in providing software to the sports 10 Apil betting and gaming industry, has acquired the OpenBet Hellas S.A. from the Athens UK Greece TMT 18.6 Technology Center S.A.
Marinopoulos S.A. acquired 51% of “Cretan Retail Management Pantopoleia 11 May KritiS.A.” the Crete-based company which owns 70 super-market stores under the Greece Greece Retail 6.0 name “CRM Ariadni” H.E.C. Europe Limited, the parent entity of the Piraeus based H.E.C. Group (majority owned by interests of Melisanidis Family) active in liquid oily waste management acquired three subsidiaries of the Hamburg-based Eckelmann Group 12 May Greece Germany Transport N/A (HÖG Hamburger Ölverwertungs-Gesellschaft mbH, Carl Robert Eckelmann Cleaning und Service GmbH, and Eckelmann Umweltschutz GmbH) for an undisclosed consideration Frigoglass SAIC increased its shareholding to Frigoglass Jebel Ali FZCO from 13 May Greece Dubai Industry 3.7 80% to 100% for € 3.7 to non controlling interest Sun Chemical Corporation, the US based company engaged in the production and Greece / sale of printing inks and pigments acquired from Druckfarben Hellas SA, the Bulgaria / 14 May remaining 49% stake in Sun Chemical Publication Greece S.A., Sun Chemical USA Croatia / Services 7.2 Publication Bulgaria, Sun Chemical Croatia, Sun Chemical Publication Romania / Romania and Sun Chemical Publication Serbia Serbia
BC Partners Limited, the UK-based private equity firm, acquired an 80% stake in Pharmaceut 15 June UK Greece 470.0 Pharmathen S.A., from the Katsos Family icals
Petros Statis, a Greece-based private individual having interest in hotel, resorts and 16 July casinos, has acquired a 75% stake in HIT Montenegro, operator of Maestral hotel, Greece Montenegro Hospitality 30.0 resort & casino in Montenegro
Deals in Greece 2015 Source: Merger Market, Press January 2016 PwC 28 Transactions in 2015 There were 24 M&A transactions involving Greek companies in 2015 amounting to about €1.1bn
Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target Euroins Insurance Group LLC (EIG), the Bulgaria-based holding company, Financial 17 July acquired the Greek based life insurance provider Credit Agricole Life for an Bulgaria Greece N/A Services undisclosed consideration Nireus acquired the remaining 50% of the shares in its subsidiary Proteus Food & 18 July Greece Greece 1.4 Equipment S.A. Beverage
OPAP Investment Ltd has acquired the remaining 10% stake in Payzone Hellas Greece / 19 August Greece Services 0.9 S.A., ending up with a 100% control of the company Cyprus DS Smith, the listed UK-based supplier of corrugated and plastic packaging acquired Greece / 20 October the Greek packaging business (Sp-Cartonpack SA) from the Turkish Cukurova UK Industry 5.0 Turkey Group for an undisclosed consideration estimated at €5.0mn
Raycap S.A. has acquired Iskra Zascite d.o.o. and Varsi d.o.o, Slovenia-based 21 December Greece Slovenia TMT N/A companies engaged in the manufacture of electrial components
Elton, the listed Greek trader of chemical products, has acquired a 70% stake in Turkey / 22 December Marmara Endustriyel Kimyevi Maddeler, the Turkish distributor of industrial Greece Industry 4.0 Greece chemical raw materials Swissport Aviareps Hellas S.A. acquired the entire stake in Skyserv Handling 23 December Greece Greece Transport 18.0 Services S.A. from Marfin Investment Group Fairfax Financial Holdings Ltd, the listed Canada-based company, has agreed to Financial 24 December Canada Greece 316.0 acquire an 80% stake of Eurolife ERB Insurance from Eurobank Ergasias S.A. Services Total value of reported deals 975.7
Total assessed value of non reported deals 88.7
Total assessed value of all deals 1,064.5
Deals in Greece 2015 Source: Merger Market, Press January 2016 PwC 29 Transactions in 2015 There were 2 minority transactions in 2015, amounting to € 36mn
Country of Origin Deal size No. Announcement Transaction description Sector (€ mn) Bidder Target
Novator Partners LLP, the UK-based private equity firm and Olympia Financial 1 July Development S.A. acquired more than 30% stake in Aasa Polska S.A., the Poland- Greece Poland 29.0 Services based lending company and a part of Aasa Global DECA Investments AIFM the exclusive investment manager of Diorama 2 November Investments Hellenic Growth Fund acquired a strategic minority position in Atlas Greece Greece Industry 7.0 Tapes S.A.
Total Value 36.0
And 3 transactions involving non-Greek jurisdiction companies in 2015 amounted to € 250mn
Country of Origin Deal size No. Announcement Transaction description Sector (€ mln) Bidder Target
Nireus sold all the shares in Nireus' Turkish fish farm subsidiary Ilknak and its Turkey / Food & 1 January Turkey 4.2 trading arm Mirama to the Turkish company Defne Tur, for €4.15 mln in cash Greece Beverage
Al Ahli Bank of Kuwait K.S.C.P. acquired a 98.5% stake in Piraeus Bank Egypt Egypt / Financial 2 May Kuwait 139.8 S.A., from Piraeus Bank S.A. Greece Services
DryShips Inc. through its subsidiary Ocean Rig UDW Inc., has agreed to acquire 3 October Greece US Shipping 105.7 an approximately 98% stake in Nautilus Offshore Services Inc.
Total value of reported deals 249.6
Deals in Greece 2015 Source: Merger Market, Press January 2016 PwC 30 Appendix 2
€6.5bn Share capital increases
Deals in Greece 2015 January 2016 PwC 31 Significant share capital increases added to €6.5bn, all of them in the banking
Tangible Deal size No. Announcement Transaction description Sector Price/Book (€ mn) Value
Piraeus Bank raised €1,340mn via a non pre-emptive issue of new ordinary shares to the Financial 1 20.11.2015 1,340 0.32 private sector Services
Alpha Bank announced its successful recapitalisation by €2.6bn, out of which €1,3bn Financial 2 24.11.2015 covered from private investors, resulting the concentration of bank’s share capital to the 1,282 0.37 Services private sector
Eurobank Ergasias S.A. announced that a total €2,039mn share capital increase out of Financial 3 21.11.2015 1,621 0.42 which €1,621mn covered by institutional investors Services
National Bank of Greece effected a share capital increase by €2,192mn where €1,516mn Financial 4 09.12.2015 1,516 0.56 has raised from the private sector Services
Attica Bank announced the extension by one month of its share capital, since the bank Financial 5 30.12.2015 681 N/A has partially covered the announced €749mn of capital increase Services
Pancetan Cooperative Bank announced the successful completion of the first phase of Financial 6 17.12.2015 69 N/A share capital increase (under the baseline scenario) covering €69.2mn Services
Chania Cooperative Bank announced the successful coverage of the capital adequacy Financial 7 11.12.2015 23 N/A ratio Services
Epirus Cooperative Bank announced that exceeded the required € 7.2mn of additional Financial 8 22.12.2015 11.5 N/A capital, by raising more than € 11.5mn Services
Total Value 6,544
Source: Press *Price/Book: post money
Deals in Greece 2015 January 2016 PwC 32 Appendix 3
Top 20 European deals
Deals in Greece 2015 January 2016 PwC 33 Top 20 announced deals in Europe in 2015 amounted to €584bn Bidder Target Sector Deal value Date (€ mn) Pfizer Inc. Allergan plc Pharmaceuticals 172,639 23/11/2015 Anheuser-Busch InBev NV SABMiller Plc Consumer 112,160 11/11/2015 Royal Dutch Shell Plc BG Group Plc Energy 74,542 08/04/2015 Teva Pharmaceutical Industries Ltd Allergan plc (Generics business) Pharmaceuticals 36,902 27/07/2015 Mylan N.V Perrigo Company plc Pharmaceuticals 32,609 24/04/2015 BT Group plc EE Limited TMT* 16,725 05/02/2015 Visa Inc. Visa Europe Ltd TMT* 16,500 02/11/2015 Nokia Oyj Alcatel-Lucent SA TMT* 14,713 15/04/2015 Hutchison Whampoa Limited Telefonica UK Limited TMT* 14,089 24/03/2015 Vonovia SE Deutsche Wohnen AG Real Estate 13,312 14/10/2015 Hutchison 3G Italy Investments S.a.r.l Wind Telecomunicazioni S.p.A.; 3 Italia Spa TMT* 10,900 06/08/2015 Royal Ahold NV Delhaize Group SA Consumer 10,554 24/06/2015 Consortium led by ChemChina Pirelli & C. S.p.A. Automotive 8,116 23/03/2015 Liberty Global Plc Cable & Wireless Communications Plc TMT* 8,054 16/11/2015 Deutsche Wohnen AG LEG Immobilien AG Real Estate 7,646 20/09/2015 OCI N.V. (European, North American and Global CF Industries Holdings, Inc. Manufacturing 7,540 06/08/2015 Distribution businesses) Ball Corporation Rexam Plc Manufacturing 7,520 19/02/2015 Consortium led by Borealis Infrastructure Management Fortum Distribution AB Utilities 6,636 13/03/2015 Inc. Gazprombank OAO; United Capital Partners Advisory Stroygazconsulting Limited Liability Company Construction 6,585 16/04/2015 Bohai Leasing Co Ltd Avolon Holdings Limited Financial Services 6,519 03/09/2015 Total Value 584,260 Deals in Greece 2015 January 2016 PwC Source: Merger Market * TMT: Telecommunications, Media and Technology 34 Definitions 1 M&A transactions 6 Non-Greek Transactions M&A transactions involving the acquisition of majority Transactions incorporated in another stakes (above 33.3% or less if implies an ownership jurisdiction which involve Greek ownership share of around 50% following the transaction) and (subsidiaries, Greek shareowner) having reached financial closing
2 Minority Transactions 7 Privatisations Transactions involving the acquisition of a minority Announced and financially closed privatisations position (less than 33.3%) 3 Domestic Transactions 8 Share Capital Increases M&A transactions where both the bidder and target Share capital increases involving strategic originating from Greece investors
4 Inbound Transactions 9 Total assessed value of non reported deals M&A transactions between Greek targets or sellers and Assessed value calculated using the average value foreign bidders of reported deal, excluding 5 largest deals
5 Outbound Transactions 10 Total assessed value of all deals M&A transactions between Foreign targets and Greek Sum of total reported deal value and assessed bidders or sellers deal value
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Deals in Greece 2015 January 2016 PwC 36